THE INVESTOR RELATIONSGROUP INC.

LETTER OF AGREEMENT

Date: July 30, 2004

 

Section 1.  Servicesto be Rendered. The purpose of this letter is to set forth the terms andconditions on which The Investor Relations Group, Inc. (IRG) agrees to provideHesperia Holding Inc.  (the "Company") investor relationsservices.  These services may include, but are not limited to: overallmanagement of the corporate communications program; designing a corporate factsheet that can readily be mass produced for distribution to brokers, analysts,and other industry personnel; securing one-on-one and group appointments withindustry professionals for presentations by, for, and about Company management;targeted mailings; assistance with compiling promotional materials; writing andediting news releases and other corporate materials; advice on packaging theCompany story; and, daily update reports.      

 

Section 2.  Fees. The Company shall pay to IRG for its investor relations services a maintenancefee of $ 10,000. per month for a renewable term of 12 months beginning August 1, 2004.  Additionally, for this Agreement, the Company agrees todeliver to IRG 200,000 restricted shares.  40,000 of these shares shall beissued in the name of John G. Nesbett and 160,000 of these shares shall beissued in the name of Dian Griesel and shall be assignable to other IRGemployees.

 

    Fees are payable on or before the 1st day after the beginning of each monthwhich occurs during the Engagement Period. Unless other arrangements have beenmade and agreed upon in writing, lack of payment for services rendered by the5th of the month will be considered default of this agreement, and IRG shall beentitled to cease all services on behalf of the Company until such time aspayment in full of amounts due is made.  IRG's exclusive remedy for anysuch default shall be an action to recover fees accrued to IRG before ceasingservices on behalf of the Company.        

 

Section 3.  Expenses. In addition to all other fees payable to IRG hereunder, the Company herebyagrees to reimburse IRG for all reasonable out-of-pocket expenses incurred inconnection with the performance of services hereunder.  These out-of-pocketexpenses shall include, but are not limited to: telephone, photocopying,postage, messenger service, clipping service, maintaining mailing lists,information retrieval service, wire services, monitoring advisory service, allproduction costs for press releases including paper, envelopes, folding,insertion and delivery to the post office, all reasonable travel andentertainment expenses, and all reasonable meeting expenses including rental ofaudio/visual equipment.  No individual expenses over $500 will be expendedwithout first notifying the Company.  The Company agrees to remit upon thesigning of this agreement a check for $10,000 to be placed on deposit with IRGand credited to the Company against expenses incurred, on a permanent basis,throughout the program.  From time to time, the Company will replenish theexpense account as necessary to maintain a balance of $3,500.  The balanceof said deposit is fully refundable should the program terminate.  Arunning invoice will be maintained of all expenses incurred and will besubmitted to the Company each month. 

 

Section 4.  Indemnification. The Company and IRG agree to defend, indemnify and hold each other, theiraffiliates, stockholders, directors officers, agents, employees, successors andassigns (each an "Indemnified Person") harmless from and against anyand all liabilities, obligations, losses, damages, penalties, actions,judgements, suits, costs, expenses and disbursements of any kind whatsoever(including, without limitation, reasonable attorneys' fees) arising solely formthe Company's or IRG's breach of their obligations, warranties andrepresentations under this Agreement.  It is recognized and agreed by IRGand the Company that neither party shall have any liability hereunder to anyIndemnified Person arising from the other party's intentional negligence orwillful misconduct.  It is further agreed that the foregoing indemnityshall be in addition to any rights that either party may have at common law orotherwise, including, but not limited to, any right to contribution.

 

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Section 5.  Termof Agreement and Guarantee of Satisfaction. (a) The engagement of IRG underthe provisions of this agreement shall continue until notice of termination isreceived.  (b) The Company may terminate IRGs engagement hereunder, with orwithout cause, immediately at any time during this agreement.  Any feesaccrued to IRG prior to cancellation will be payable immediately.  (c) IRGmay terminate its engagement hereunder, with or without cause, at any timeduring this agreement.  The obligations of the Company under Sections 4 and6 shall survive termination or breach of this agreement, with or without cause,by either party.

 

Section 6.  Severability. In case any provision of this letter agreement shall be invalid, illegal, orunenforceable, the validity, legality and enforceability of the remainingprovisions shall not be affected or impaired thereby.

 

Section 7. Consentto Jurisdiction.  This Agreement shall be governed and construed inaccordance with the laws of the State of New York, and the parties herebyconsent to the exclusive jurisdiction of the State and Federal Courts, locatedwithin the City, County and State of New York to resolve any disputes arisingunder this Agreement.

 

Section 8.  OtherServices.  If the Company desires additional services not included inthis agreement, any such additional services shall be covered by a separateagreement between the parties hereto.

 

Please evidence youracceptance of the provisions of this letter by signing the copy of this letterenclosed herewith and returning it to The Investor Relations Group Inc., 11Stone Street, 3th  Floor, New York, NY 10004, Attention:  DianGriesel, Ph.D., President & CEO.

 

                            Very truly yours,      

                                                                                                                                    

                             /s/ DianGriesel                          

                             Dian Griesel

                             *Founder &**Chairman*

                             The Investor Relations Group, Inc.

ACCEPTED AND AGREED

AS OF THE DATE FIRSTABOVE WRITTEN:

 

/s/ Don M.Shimp                                               

 

DonShimp                                        Print Name

 

Hesperia Holding,Inc.